Common use of Claims of Indemnity Clause in Contracts

Claims of Indemnity. Any indemnified Party under this Article 9 shall give prompt notice to the indemnifying Party or Parties of any claim, action, proceeding or circumstances that could reasonably give rise to such a Claim. Inadvertent failure to give such prompt notice will not preclude the indemnified Party from pursuing the claim unless and to the extent that the indemnifying Party is materially prejudiced by such failure. The indemnifying Party shall have the right, upon written notice to the indemnified Party, at its own expense and in the name of the indemnified Party or otherwise, to defend and dispute any Claim made, or any matter on which a Claim could be made, by a third party in respect of which a notice has been given by the indemnified Party under this section and may retain legal counsel to have conduct of any proceeding relating to such a Claim. The indemnified Party may employ separate counsel with respect to any such Claims brought by a third party and participate in the defence thereof, provided that the fees and expenses of such counsel shall be the responsibility of the indemnified Party unless the indemnifying Party fails to assume the defence of such Claim on behalf of the indemnified Party within ten days of receiving notice of such claim or the employment of such counsel at the indemnifying Party’s expense has been authorized by the indemnifying Party, in either of which cases the indemnifying Party shall not have the right to assume the defence of such suit on behalf of the indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified Party. For the purpose of confirming or disputing such a claim, the indemnified Party shall provide full and complete disclosure to the indemnifying Party and complete access to and right of inspection by the representatives of the indemnifying Party of all documents and records in the possession or control of the indemnified Party relating to such Claim. If requested by the indemnifying Party, the indemnified Party shall provide reasonable assistance to the indemnifying Party in disputing or defending such Claim, provided that any material amount of assistance shall be at the expense of the indemnifying Party. If any security is required to be provided for the purpose of defending or contesting any such Claim, including without limitation, any appeal of any judgment, the indemnifying Party shall provide such security and all monies or property representing such security received by the indemnified Party as a result of a successful defence or contestation shall be held in trust by the indemnified Party for the benefit of the indemnifying Party and shall be remitted to the indemnifying Party on demand. Neither the indemnified Party nor the indemnifying Party shall settle, compromise or pay any Claim for which indemnity is sought hereunder except with the prior written consent of the other, such consent not to be unreasonably withheld, unless otherwise ordered to do so by a court of competent jurisdiction.

Claims of Indemnity. Any indemnified (a) A Party claiming indemnity under this Article 9 5 (the “Indemnitee”) shall give prompt notice to the indemnifying Party or Parties Notice of any claim, action, proceeding or circumstances that could reasonably give rise to such a Claimclaim to the Party which has agreed to indemnify it (the “Indemnitor”). Inadvertent failure Failure to give such prompt notice Notice will not preclude the indemnified Party Indemnitee from pursuing the claim unless and to the extent that the indemnifying Party Indemnitor is materially prejudiced by such failure. . (b) The indemnifying Party shall have Indemnitor may, and will, if directed to do so by the right, upon written notice to the indemnified PartyIndemnitee, at its own expense and in the name of the indemnified Party Indemnitee or otherwise, to defend and dispute any Claim claim made, or any matter on which a Claim claim could be made, by a third party in respect of which a notice Notice has been given by the indemnified Party Indemnitee under this section Section 5.5(a) and may retain legal counsel acceptable to have the Indemnitee, which acceptance shall not be unreasonably withheld or delayed, to conduct of any proceeding relating to such a Claimclaim. The indemnified Party Indemnitee may employ separate counsel with respect to any such Claims claims brought by a third party and participate in the defence defense thereof, provided provided, however, that the fees and expenses of such counsel shall be the responsibility of the indemnified Party unless Indemnitee unless: (i) the indemnifying Party Indemnitor fails to assume the defence defense of such Claim claim on behalf of the indemnified Party Indemnitee within ten five days of receiving notice Notice of such claim or claim; or (ii) the employment of such counsel at the indemnifying Party’s expense has been authorized by the indemnifying Party, Indemnitor; in either each of which cases the indemnifying Party Indemnitor shall not have the right to assume the defence defense of such suit on behalf of the indemnified Party Indemnitee but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified Party. Indemnitee. (c) For the purpose of confirming or disputing such a claim, the indemnified Party shall Indemnitee will provide full and complete disclosure to the indemnifying Party Indemnitor and complete access to and right of inspection by the representatives of the indemnifying Party Indemnitor of all documents and records in the possession or control of the indemnified Party Indemnitee relating to such Claim. If requested by the indemnifying Party, the indemnified Party shall provide reasonable assistance to the indemnifying Party in disputing or defending such Claim, provided that any material amount of assistance shall be at the expense of the indemnifying Partyclaim. If any security is required to be provided for the purpose of defending or contesting any such Claimclaim, including without limitation, any appeal of any judgment, the indemnifying Party Indemnitor shall provide such security and all monies or property representing such security received by the indemnified Party Indemnitee as a result of a successful defence defense or contestation shall contest will be held in trust by the indemnified Party Indemnitee for the benefit of the indemnifying Party Indemnitor and shall will be remitted to the indemnifying Party Indemnitor on demand. Neither the indemnified Party Indemnitee nor the indemnifying Party Indemnitor shall settle, compromise or pay any Claim claim for which indemnity is sought hereunder except with the prior written consent of the other, such consent not to be unreasonably withheldwithheld or delayed, or in the case of the Indemnitee unless otherwise ordered the Indemnitor fails to do so by a court of competent jurisdictiondispute and defend such claim.

Claims of Indemnity. Any indemnified A Party claiming for indemnity under this Article 9 (the “Indemnitee”) shall give prompt notice to the indemnifying Party or Parties Notice of any claim, action, proceeding or circumstances that could reasonably give rise to such a Claimclaim to the Party which has agreed to indemnify it (the “Indemnitor”). Inadvertent failure to give such prompt notice Notice will not preclude the indemnified Party Indemnitee from pursuing the claim unless and to the extent that the indemnifying Party Indemnitor is materially prejudiced by such failure. The indemnifying Party shall have Indemnitor may, and will, if directed to do so by the right, upon written notice to the indemnified PartyIndemnitee, at its own expense and in the name of the indemnified Party Indemnitee or otherwise, to defend and dispute any Claim claim made, or any matter on which a Claim claim could be made, by a third party in respect of which a notice Notice has been given by the indemnified Party Indemnitee under this section Section and may retain legal counsel acceptable to the Indemnitee to have conduct of any proceeding relating to such a Claimclaim. The indemnified Party Indemnitee may employ separate counsel with respect to any such Claims claims brought by a third party and participate in the defence defense thereof, provided that the fees and expenses of such counsel shall be the responsibility of the indemnified Party unless Indemnitee unless: 12.5.1. the indemnifying Party Indemnitor fails to assume the defence of such Claim claim on behalf of the indemnified Party Indemnitee within ten five days of receiving notice Notice of such claim or claim; or 12.5.2. the employment of such counsel at the indemnifying Party’s expense has been authorized by the indemnifying Party, Indemnitor; in either each of which cases the indemnifying Party Indemnitor shall not have the right to assume the defence defense of such suit on behalf of the indemnified Party Indemnitee but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified PartyIndemnitee. For the purpose of confirming or disputing such a claim, the indemnified Party shall Indemnitee will provide full and complete disclosure to the indemnifying Party Indemnitor and complete access to and right of inspection by the representatives of the indemnifying Party Indemnitor of all documents and records in the possession or control of the indemnified Party Indemnitee relating to such Claim. If requested by the indemnifying Party, the indemnified Party shall provide reasonable assistance to the indemnifying Party in disputing or defending such Claim, provided that any material amount of assistance shall be at the expense of the indemnifying Partyclaim. If any security is required to be provided for the purpose of defending or contesting any such Claimclaim, including including, without limitation, any appeal of any judgment, the indemnifying Party Indemnitor shall provide such security and all monies or property representing such security received by the indemnified Party Indemnitee as a result of a successful defence defense or contestation shall will be held in trust by the indemnified Party Indemnitee for the benefit of the indemnifying Party Indemnitor and shall will be remitted to the indemnifying Party Indemnitor on demand. Neither the indemnified Party Indemnitee nor the indemnifying Party Indemnitor shall settle, compromise or pay any Claim claim for which indemnity is sought hereunder except with the prior written consent of the other, such consent not to be unreasonably withheld, or in the case of the Indemnitee unless otherwise ordered the Indemnitor fails to do so by a court of competent jurisdictiondispute and defend such claim.

Claims of Indemnity. Any indemnified Party A party claiming for indemnity under this Article 9 6 (the “Indemnitee”) shall give prompt notice to the indemnifying Party or Parties Notice of any claim, action, proceeding or circumstances that could reasonably give rise to such a Claimclaim to the party which has agreed to indemnify it (the “Indemnitor”). Inadvertent failure to give such prompt notice Notice will not preclude the indemnified Party Indemnitee from pursuing the claim unless and to the extent that the indemnifying Party Indemnitor is materially prejudiced by such failure. The indemnifying Party shall have Indemnitor may, and will, if directed to do so by the right, upon written notice to the indemnified PartyIndemnitee, at its own expense and in the name of the indemnified Party Indemnitee or otherwise, to defend and dispute any Claim claim made, or any matter on which a Claim claim could be made, by a third party in respect of which a notice Notice has been given by the indemnified Party Indemnitee under this section Section 6.3 and may retain legal counsel acceptable to the Indemnitee to have conduct of any proceeding relating to such a Claimclaim. The indemnified Party Indemnitee may employ separate counsel with respect to any such Claims claims brought by a third party and participate in the defence defense thereof, provided that the fees and expenses of such counsel shall be the responsibility of the indemnified Party unless Indemnitee unless: 6.3.1. the indemnifying Party Indemnitor fails to assume the defence of such Claim claim on behalf of the indemnified Party Indemnitee within ten five days of receiving notice Notice of such claim or claim; or 6.3.2. the employment of such counsel at the indemnifying Party’s expense has been authorized by the indemnifying Party, Indemnitor; in either each of which cases the indemnifying Party Indemnitor shall not have the right to assume the defence defense of such suit on behalf of the indemnified Party Indemnitee but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified PartyIndemnitee. For the purpose of confirming or disputing such a claim, the indemnified Party shall Indemnitee will provide full and complete disclosure to the indemnifying Party Indemnitor and complete access to and right of inspection by the representatives of the indemnifying Party Indemnitor of all documents and records in the possession or control of the indemnified Party Indemnitee relating to such Claim. If requested by the indemnifying Party, the indemnified Party shall provide reasonable assistance to the indemnifying Party in disputing or defending such Claim, provided that any material amount of assistance shall be at the expense of the indemnifying Partyclaim. If any security is required to be provided for the purpose of defending or contesting any such Claimclaim, including including, without limitation, any appeal of any judgment, the indemnifying Party Indemnitor shall provide such security and all monies or property representing such security received by the indemnified Party Indemnitee as a result of a successful defence defense or contestation shall will be held in trust by the indemnified Party Indemnitee for the benefit of the indemnifying Party Indemnitor and shall will be remitted to the indemnifying Party Indemnitor on demand. Neither the indemnified Party Indemnitee nor the indemnifying Party Indemnitor shall settle, compromise or pay any Claim claim for which indemnity is sought hereunder except with the prior written consent of the other, such consent not to be unreasonably withheld, or in the case of the Indemnitee unless otherwise ordered the Indemnitor fails to do so by a court of competent jurisdictiondispute and defend such claim.

Claims of Indemnity. Any indemnified Party A party claiming for indemnity under this Article 9 6 (the “Indemnitee”) shall give prompt notice to the indemnifying Party or Parties Notice of any claim, action, proceeding or circumstances that could reasonably give rise to such a Claimclaim to the party which has agreed to indemnify it (the “Indemnitor”). Inadvertent failure to give such prompt notice Notice will not preclude the indemnified Party Indemnitee from pursuing the claim unless and to the extent that the indemnifying Party Indemnitor is materially prejudiced by such failure. The indemnifying Party shall have Indemnitor may, and will, if directed to do so by the right, upon written notice to the indemnified PartyIndemnitee, at its own expense and in the name of the indemnified Party Indemnitee or otherwise, to defend and dispute any Claim claim made, or any matter on which a Claim claim could be made, by a third party in respect of which a notice Notice has been given by the indemnified Party Indemnitee under this section Section 6.4 and may retain legal counsel acceptable to the Indemnitee to have conduct of any proceeding relating to such a Claimclaim. The indemnified Party Indemnitee may employ separate counsel with respect to any such Claims claims brought by a third party and participate in the defence defense thereof, provided that the fees and expenses of such counsel shall be the responsibility of the indemnified Party unless Indemnitee unless: (a) the indemnifying Party Indemnitor fails to assume the defence defense of such Claim claim on behalf of the indemnified Party Indemnitee within ten five days of receiving notice Notice of such claim or claim; or (b) the employment of such counsel at the indemnifying Party’s expense has been authorized by the indemnifying Party, Indemnitor; in either each of which cases the indemnifying Party Indemnitor shall not have the right to assume the defence defense of such suit on behalf of the indemnified Party Indemnitee but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified PartyIndemnitee. For the purpose of confirming or disputing such a claim, the indemnified Party shall Indemnitee will provide full and complete disclosure to the indemnifying Party Indemnitor and complete access to and right of inspection by the representatives of the indemnifying Party Indemnitor of all documents and records in the possession or control of the indemnified Party Indemnitee relating to such Claim. If requested by the indemnifying Party, the indemnified Party shall provide reasonable assistance to the indemnifying Party in disputing or defending such Claim, provided that any material amount of assistance shall be at the expense of the indemnifying Partyclaim. If any security is required to be provided for the purpose of defending or contesting any such Claimclaim, including including, without limitation, any appeal of any judgment, the indemnifying Party Indemnitor shall provide such security and all monies or property representing such security received by the indemnified Party Indemnitee as a result of a successful defence defense or contestation shall will be held in trust by the indemnified Party Indemnitee for the benefit of the indemnifying Party Indemnitor and shall will be remitted to the indemnifying Party Indemnitor on demand. Neither the indemnified Party Indemnitee nor the indemnifying Party Indemnitor shall settle, compromise or pay any Claim claim for which indemnity is sought hereunder except with the prior written consent of the other, such consent not to be unreasonably withheld, or in the case of the Indemnitee, unless otherwise ordered the Indemnitor fails to do so by a court of competent jurisdictiondispute and defend such claim.

Claims of Indemnity. Any indemnified Party A party claiming for indemnity under this Article 9 7 (the “Indemnitee”) shall give prompt notice to the indemnifying Party or Parties Notice of any claim, action, proceeding or circumstances that could reasonably give rise to such a Claimclaim to the party which has agreed to indemnify it (the “Indemnitor”). Inadvertent failure to give such prompt notice Notice will not preclude the indemnified Party Indemnitee from pursuing the claim unless and to the extent that the indemnifying Party Indemnitor is materially prejudiced by such failure. The indemnifying Party shall have Indemnitor may, and will, if directed to do so by the right, upon written notice to the indemnified PartyIndemnitee, at its own expense and in the name of the indemnified Party Indemnitee or otherwise, to defend and dispute any Claim claim made, or any matter on which a Claim claim could be made, by a third party in respect of which a notice Notice has been given by the indemnified Party Indemnitee under this section Section 7.6 and may retain legal counsel acceptable to the Indemnitee to have conduct of any proceeding relating to such a Claimclaim. The indemnified Party Indemnitee may employ separate counsel with respect to any such Claims claims brought by a third party and participate in the defence defense thereof, provided that the fees and expenses of such counsel shall be the responsibility of the indemnified Party unless Indemnitee unless: 7.6.1. the indemnifying Party Indemnitor fails to assume the defence of such Claim claim on behalf of the indemnified Party Indemnitee within ten five days of receiving notice Notice of such claim or claim; or 7.6.2. the employment of such counsel at the indemnifying Party’s expense has been authorized by the indemnifying Party, Indemnitor; in either each of which cases the indemnifying Party Indemnitor shall not have the right to assume the defence defense of such suit on behalf of the indemnified Party Indemnitee but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified PartyIndemnitee. For the purpose of confirming or disputing such a claim, the indemnified Party shall Indemnitee will provide full and complete disclosure to the indemnifying Party Indemnitor and complete access to and right of inspection by the representatives of the indemnifying Party Indemnitor of all documents and records in the possession or control of the indemnified Party Indemnitee relating to such Claim. If requested by the indemnifying Party, the indemnified Party shall provide reasonable assistance to the indemnifying Party in disputing or defending such Claim, provided that any material amount of assistance shall be at the expense of the indemnifying Partyclaim. If any security is required to be provided for the purpose of defending or contesting any such Claimclaim, including including, without limitation, any appeal of any judgment, the indemnifying Party Indemnitor shall provide such security and all monies or property representing such security received by the indemnified Party Indemnitee as a result of a successful defence defense or contestation shall will be held in trust by the indemnified Party Indemnitee for the benefit of the indemnifying Party Indemnitor and shall will be remitted to the indemnifying Party Indemnitor on demand. Neither the indemnified Party Indemnitee nor the indemnifying Party Indemnitor shall settle, compromise or pay any Claim claim for which indemnity is sought hereunder except with the prior written consent of the other, such consent not to be unreasonably withheld, or in the case of the Indemnitee unless otherwise ordered the Indemnitor fails to do so by a court of competent jurisdictiondispute and defend such claim.